Form 8-K

8-K — AAON, INC.

Accession: 0000824142-26-000052

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0000824142

SIC: 3585 (AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aaon-20260810.htm (Primary)

EX-99.1 (liveaaonpressreleaseexs.htm)

GRAPHIC (aaona05.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aaon-20260810.htm · Sequence: 1

aaon-20260810

0000824142false00008241422026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada 0-18953 87-0448736

(State or Other Jurisdiction (Commission File Number: ) (IRS Employer Identification No.)

of Incorporation)

2425 South Yukon Ave., Tulsa, Oklahoma 74107

(Address of Principal Executive Offices) (Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock AAON NASDAQ

Item 2.02 Results of Operations and Financial Conditions.

On August 10, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the second quarter ended June 30, 2026. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company plans to host a teleconference at 5:00 P.M. (Eastern Time) on August 10, 2026 to discuss these results. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/x89XOEkP41z. On the next business day following the call, a replay of the call will be available on the Company’s website at https://aaon.com/Investors.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 7.01 Regulation FD Disclosure.

On August 10, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

All statements in the teleconference, other than historical financial information, may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Participants and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press release dated August 10, 2026 announcing financial and operating results and backlog.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AAON, INC.

Date:

August 10, 2026

By: /s/ Luke A. Bomer

Luke A. Bomer, General Counsel and Secretary

EX-99.1

Filename: liveaaonpressreleaseexs.htm · Sequence: 2

Document

Exhibit 99.1

AAON Reports Record Second Quarter 2026 Results Driven by Strong Demand, Accelerating Throughput, and Improved Operating Execution

Net sales increased 101%, Operating income increased 192%, Diluted EPS increased 258%

Raises Full-Year Outlook

Second Quarter 2026 Highlights

(All comparisons are year-over-year, unless otherwise noted)

•Delivered record quarterly net sales and significant earnings growth as expanded capacity and improved execution accelerated backlog conversion

•Net sales increased 101.2% to a record $627.0 million

•Gross profit increased 84.3% to $152.5 million

•Operating income increased 192.1% to 68.9 million, reflecting strong net sales growth, improved overhead leverage, and disciplined SG&A management

•GAAP diluted EPS increased 257.9% to $0.68, Non-GAAP adjusted EPS increased 213.6% to $0.69

•Total backlog increased 98.0% year-over-year to $2.0 billion, remaining nearly double the prior-year level despite record quarterly net sales and significantly higher production rates

•Year-to-date, operating cash flow improved to $55.0 million, compared with negative $31.0 million a year ago

Raises 2026 Outlook

•2026 outlook now reflects net sales growth of 55%-60%, gross margins of approximately 25-26%, and SG&A as a percent of sales of 13%-14%, supported by strong backlog, expanded capacity, and improving operational execution

TULSA, Okla., August 10, 2026 - AAON, INC. (NASDAQ-AAON), a leader in high-performing, energy-efficient HVAC solutions that bring long-term value to customers and owners, today announced its results for the second quarter of 2026.

“Our second quarter results demonstrate the continued strength of demand for our solutions and the progress we are making scaling the company to meet that demand," said Matt Tobolski, President and CEO of AAON. "Net sales increased 101.2% to a fourth consecutive quarterly record, operating income increased 192.1%, and diluted EPS increased 257.9%, reflecting the power of higher throughput, strong backlog conversion, and continued execution across the business.

“The investments we have made in capacity, leadership, supply chain, and manufacturing infrastructure are translating into measurable operating progress. Production increased across the enterprise, lead times are improving in key areas, and we are converting backlog at a much faster pace while continuing to see strong customer engagement. This is clear evidence that the operating foundation we have been building is working.

“The long-term market opportunity remains compelling across both brands. The BASX brand continues to benefit from significant data center investment activity, a healthy customer pipeline, and strong engagement with strategic customers. The AAON brand continues to gain share despite a softer commercial HVAC market. Both businesses are well positioned, supported by differentiated products, highly engineered solutions, and strong customer relationships.

“We are also clear-eyed about the margin work ahead. The pace of growth and capacity ramp is creating near-term margin pressure, but the drivers are known, the actions are underway, and the path to improvement is clear: higher utilization,

productivity improvements, sourcing initiatives, pricing actions, and a more favorable backlog profile. We are not simply growing revenue. We are building a stronger operating company with the scale, systems, and discipline to deliver improved margins, stronger cash generation, and durable earnings power over time.”

Second Quarter 2026 Results

Net sales for the second quarter of 2026 increased 101.2% to a record $627.0 million, compared with $311.6 million in the second quarter of 2025. Growth reflected strong demand across both the AAON and BASX brands, improved manufacturing throughput, and increased utilization of recently added production capacity.

BASX-branded sales grew 216.2% to a record $345 million, reflecting momentum in data center demand, higher production output, and greater utilization of recently added manufacturing capacity. AAON-branded sales also increased to a record level, growing 39.3% to $282.2 million, benefitting by a healthy backlog and continued progress in production throughput. Booking activity remained solid across both brands, contributing to market share gains and elevated backlog levels. BASX-branded products ended the quarter with backlog up 185.4%, while AAON‑branded backlog increased 9.4% from the prior-year period.

Gross profit increased 84.3% to $152.5 million, compared with $82.7 million in the second quarter of 2025. Gross profit margin was 24.3%, compared with 26.6% in the prior-year period. Results reflected the impact of ramping recently added manufacturing capacity, including the Memphis facility, the use of outsourced components to support accelerated growth, and inflationary cost pressures. These investments and actions supported substantially higher production levels and improved customer delivery performance during the quarter.

These costs are being addressed through a combination of pricing, sourcing, productivity, and operational initiatives. Management expects margin performance to improve as production volumes increase, recently added capacity utilization increases, and backlog with improved pricing converts to revenue.

Selling, general and administrative expenses as a percent of sales declined 570 basis points to 13.3%, reflecting continued operating leverage and disciplined cost management as revenue growth outpaced overhead investments.

Operating income increased 192.1% to $68.9 million, compared with $23.6 million in the prior-year period. Diluted earnings per share were $0.68, an increase of 257.9% from $0.19 in the second quarter of 2025. Adjusted non-GAAP EPS increased 213.6% to $0.69, which includes a $1.4 million infrequent expense related to an incentive fee associated with our Memphis, Tenn. facility, net of the profit sharing and tax effect.

Backlog

June 30, 2026 March 31, 2026 June 30, 2025

(in thousands)

AAON-branded products $ 540,465 $ 509,806 $ 494,214

BASX-branded products 1,430,379 1,619,649 501,106

$ 1,970,844 $ 2,129,455 $ 995,320

Total backlog increased 98.0% year-over-year to $2.0 billion, compared to $995.3 million the prior year. Backlog remained nearly double the prior-year level even as the Company converted backlog into record quarterly revenue at significantly higher production rates. BASX-branded backlog increased 185.4% year-over-year, reflecting continued customer investment activity in data center infrastructure and the value customers place on BASX's custom-engineered solutions. AAON-branded backlog increased 9.4% year-over-year, supported by strong order activity despite soft end-market conditions.

Compared to the first quarter of 2026, total backlog decreased 7.4%, primarily reflecting accelerated backlog conversion into record revenue and the inherent timing variability of large BASX project awards. We continue to see strong customer engagement and a healthy pipeline of opportunities across the data center market. As is typical with large, highly engineered projects, the timing of customer awards and order conversion can vary from quarter to quarter. We remain encouraged by the volume of opportunities under discussion and our position with key customers. AAON-branded backlog increased 6.0% sequentially, reflecting strong order activity and continued share gains despite a soft commercial HVAC market backdrop.

2026 Outlook

Based on strong backlog, accelerating production throughput, expanded capacity, and current expectations for customer project timing, we are updating our full-year 2026 outlook as follows:

Current Prior

Metric FY26 FY26

YoY Sales Growth 55%-60% 40%-45%

Gross Profit Margin 25%-26% 27%-28%

SG&A as a % of sales 13%-14% 14%-15%

Depreciation & Amortization $95M-$100M $95M-$100M

“Our updated outlook reflects the strength of our backlog positions, continued customer activity across our end markets, and the significant progress we are making increasing throughput and converting backlog into revenue,” said Matt Tobolski. "At the same time, the revised gross margin outlook reflects the near-term cost of scaling rapidly while we bring new capacity to higher utilization and work through price-cost timing.

“The direction is clear. We expect sequential margin improvement in the second half of the year as higher production volumes, better utilization, pricing actions, sourcing initiatives, and continued operational discipline begin to show more clearly in reported results. We remain confident in the long-term earnings power of the business and believe the progress we are making today positions AAON for improved profitability and stronger cash generation as the year progresses.”

Segment Results

AAON Oklahoma

Three Months Ended

(in thousands) June 30, 2026 March 31, 2026 June 30, 2025

Net sales $ 262,276 $ 243,967 $ 185,120

Gross profit $ 63,617 $ 64,272 $ 53,517

Gross profit margin 24.3 % 26.3 % 28.9 %

AAON Oklahoma generated net sales of $262.3 million, an increase of 41.7% from the prior-year period. Growth was driven by stronger execution against a robust backlog, supported by ongoing production improvements that accelerated backlog conversion. Performance also benefited from favorable price realization and a more normalized operating environment relative to the prior year, when the industry refrigerant transition and company-specific operational challenges weighed on results.

Gross profit increased 18.9% to $63.6 million compared with $53.5 million in the prior-year period. Gross margin was 24.3%, compared to 28.9% in the second quarter of 2025. Segment profitability was impacted by $18.1 million of overhead expenses associated with the Memphis facility, compared with $3.0 million in the prior-year period. Excluding these costs, segment margins expanded 70 basis points to 31.2%, compared to 30.5% in the prior-year period.

The year-over-year improvement excluding Memphis overhead reflects higher production rates, improved throughput, and favorable pricing, partially offset by elevated outsourcing levels and inflationary cost pressures. These pressures are being addressed through pricing and operational initiatives and are not expected to change the long-term margin profile of the segment.

AAON Coil Products

Three Months Ended

(in thousands) June 30, 2026 March 31, 2026 June 30, 2025

Net sales $ 146,680 $ 117,611 $ 58,465

Gross profit $ 23,538 $ 28,302 $ 10,229

Gross profit margin 16.0 % 24.1 % 17.5 %

AAON Coil Products generated net sales of $146.7 million, an increase of 150.9% from the prior-year period. Growth was driven primarily by BASX-branded liquid cooling sales of $126.6 million, up 208.4% during the period.

Gross profit increased 130.1% to $23.5 million, compared with $10.2 million in the prior-year period. Gross margin was 16.0%, compared with 17.5% in the second quarter of 2025. Margin performance reflected inflationary cost pressures, outsourcing-related costs, freight pressure, and price-cost timing within the segment. These pressures were partially offset by improved labor efficiency, better overhead absorption, and higher production volume.

Management has clear visibility into the drivers and is taking action through pricing, sourcing, productivity, and operational discipline. While these actions are not yet fully reflected in the reported results, the Company expects the benefits to build through the second half of the year. Despite the margin pressure, AAON Coil Products delivered strong profit growth supported by higher sales volumes.

BASX

Three Months Ended

(in thousands) June 30, 2026 March 31, 2026 June 30, 2025

Net sales $ 218,020 $ 135,358 $ 67,982

Gross profit $ 65,336 $ 32,391 $ 18,983

Gross profit margin 30.0 % 23.9 % 27.9 %

BASX segment generated net sales of $218.0 million and increase of 220.7% from the prior-year period. Growth was driven by strong backlog conversion, continued data center investment activity, and increased production capacity enabled by continued ramping of the Company's manufacturing footprint, including Memphis.

Gross profit increased 244.2% to $65.3 million, compared with $19.0 million in the prior-year period. Gross margin was 30.0%, up from 27.9% in the second quarter of 2025. The year-over-year margin improvement reflected substantial volume growth, partially offset by incremental resources and investments required to support future growth, customer delivery, and continued share gains.

Balance Sheet & Cash Flow

As of June 30, 2026, the Company had cash, cash equivalents and restricted cash of $12.7 million and a balance on its revolving credit facility of $435.0 million.

Andy Cheung, CFO and Treasurer, commented, “Our strong earnings performance and disciplined working capital initiatives have driven meaningful improvement in both financial leverage and operating cash flow generation through the first half of 2026. Operating cash flow totaled $55.0 million for the six-month period, a significant improvement compared with a $31.0 million use of cash in the first six months of 2025. As we move through the second half, we remain focused on productivity, margin improvement and working capital efficiency. These actions are expected to support stronger cash flow generation and continued balance sheet improvement over the long term.”

Conference Call

The Company will host a conference call and webcast this afternoon at 5:00 p.m. EDT to discuss the second quarter of 2026 results and outlook. The conference call will be accessible via dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/8K3oQEbJrgq. On the next business day following the call, a replay of the call will be available on the company’s website at https://aaon.com/investors.

About AAON

Founded in 1988, AAON is a global leader in HVAC solutions for commercial, industrial and data center indoor environments. The company's industry-leading approach to designing and manufacturing highly configurable and custom-made equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. Its highly engineered equipment is sold under the AAON and BASX brands. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see “Risk Factors” and “Forward Looking Statements” in AAON’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by AAON’s Quarterly Reports on Form 10-Q, and AAON’s Current Reports on Form 8-K.

Contact Information

Joseph Mondillo

Director of Investor Relations & Corporate Strategy

Phone: (617) 877-6346

Email: joseph.mondillo@aaon.com

AAON, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except per share data)

Net sales $ 626,976 $ 311,567 $ 1,123,912 $ 633,621

Cost of sales 474,485 228,838 846,456 464,528

Gross profit 152,491 82,729 277,456 169,093

Selling, general and administrative expenses 83,607 59,147 151,513 110,440

Gain on disposal of assets — — — (40)

Income from operations 68,884 23,582 125,943 58,693

Interest expense (6,195) (4,009) (11,250) (6,811)

Other income (expense), net 158 (68) 235 106

Income before taxes 62,847 19,505 114,928 51,988

Income tax provision 6,188 4,018 18,454 7,209

Net income $ 56,659 $ 15,487 $ 96,474 $ 44,779

Earnings per share:

Basic EPS $ 0.69 $ 0.19 $ 1.17 $ 0.55

Diluted EPS $ 0.68 $ 0.19 $ 1.15 $ 0.54

Cash dividends declared per common share: $ 0.10 $ 0.10 $ 0.20 $ 0.20

Weighted average shares outstanding:

Basic 82,189,734 81,441,511 82,213,148 81,456,845

Diluted 83,721,199 82,956,213 83,690,556 83,153,788

AAON, Inc. and Subsidiaries

Segment Net Sales and Profit

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

AAON Oklahoma

External sales $ 262,276 $ 185,120 $ 506,243 $ 346,958

Inter-segment sales 91,359 5,318 135,868 9,157

Eliminations (91,359) (5,318) (135,868) (9,157)

Net sales 262,276 185,120 506,243 346,958

Cost of sales1

198,659 131,603 378,354 252,841

Gross profit 63,617 53,517 127,889 94,117

AAON Coil Products

External sales $ 146,680 $ 58,465 $ 264,291 $ 152,488

Inter-segment sales 7,660 3,439 14,478 7,018

Eliminations (7,660) (3,439) (14,478) (7,018)

Net sales 146,680 58,465 264,291 152,488

Cost of sales1

123,142 48,236 212,451 112,401

Gross profit 23,538 10,229 51,840 40,087

BASX

External sales $ 218,020 $ 67,982 $ 353,378 $ 134,175

Inter-segment sales 558 507 556 550

Eliminations (558) (507) (556) (550)

Net sales 218,020 67,982 353,378 134,175

Cost of sales1

152,684 48,999 255,651 99,286

Gross profit 65,336 18,983 97,727 34,889

Consolidated gross profit $ 152,491 $ 82,729 $ 277,456 $ 169,093

1 Presented after intercompany eliminations.

The reconciliation between consolidated gross profit to consolidated income from operations is as follows:

Consolidated gross profit $ 152,491 $ 82,729 $ 277,456 $ 169,093

Less: Selling, general and administrative expenses 83,607 59,147 151,513 110,440

Add: loss on disposal of assets — — — 40

Consolidated income from operations $ 68,884 $ 23,582 $ 125,943 $ 58,693

AAON, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

June 30, 2026 December 31, 2025

Assets (in thousands, except share and per share data)

Current assets:

Cash and cash equivalents $ 13 $ 13

Restricted cash 12,714 1,226

Accounts receivable, net 360,763 314,387

Income tax receivable 19,212 27,445

Inventories, net 331,328 261,151

Contract assets, net 258,873 247,037

Prepaid expenses and other 12,117 17,921

Total current assets 995,020 869,180

Property, plant and equipment, net 682,779 631,262

Intangible assets, net and goodwill 167,893 165,799

Right of use assets 16,190 17,988

Other long-term assets 1,801 2,281

Total assets $ 1,863,683 $ 1,686,510

Liabilities and Stockholders' Equity

Current liabilities:

Short-term obligations of NMTC1

7,535 7,535

Accounts payable 171,717 110,437

Accrued liabilities 138,267 132,213

Contract liabilities 12,752 80,670

Total current liabilities 330,271 330,855

Debt, long-term 435,000 398,320

Deferred tax liabilities 38,136 30,313

Other long-term liabilities 28,529 23,299

New markets tax credit obligations1

21,331 8,738

Commitments and contingencies (Note 19)

Stockholders' equity:

Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued

— —

Common stock, $.004 par value, 200,000,000 shares authorized, 82,448,037 and 81,691,075 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

330 327

Additional paid-in capital 99,689 64,358

Retained earnings 910,397 830,300

Total stockholders' equity 1,010,416 894,985

Total liabilities and stockholders' equity $ 1,863,683 $ 1,686,510

1 Held by variable interest entities

AAON, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

2026 2025

Operating Activities (in thousands)

Net income $ 96,474 $ 44,779

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization 44,716 38,879

Amortization of debt issuance costs 84 128

Amortization of right of use assets 91 69

(Recoveries of) Provision for losses on accounts receivable, net of adjustments (62) 270

Provision for losses on contract assets, net of adjustments — 200

Provision for excess and obsolete inventories, net of write-offs 1,225 288

Share-based compensation 10,702 8,795

Other — (71)

Deferred income taxes 7,823 (2,423)

Changes in assets and liabilities:

Accounts receivable (46,314) (23,409)

Income tax receivable 8,233 (3,187)

Inventories (71,402) (47,848)

Contract assets (11,836) (97,963)

Prepaid expenses and other long-term assets 6,284 (68)

Accounts payable 63,877 36,397

Contract liabilities (67,918) 18,839

Extended warranties 7,075 (148)

Accrued liabilities and other long-term liabilities 5,916 (4,567)

Net cash provided by (used in) operating activities 54,968 (31,040)

Investing Activities

Capital expenditures (97,282) (82,515)

Grant proceeds received 1,650 —

Proceeds from sale of property, plant and equipment — 40

Acquisition of intangible assets (5,292) (7,042)

Principal payments from note receivable — 25

Net cash used in investing activities (100,924) (89,492)

Financing Activities

Borrowings of debt 597,485 415,126

Payments of debt (560,805) (252,982)

Proceeds from financing obligation, net of issuance costs 12,908 —

Payment related to financing costs (399) (1,395)

Stock options exercised 29,100 10,025

Repurchase of stock - open market — (29,992)

Repurchases of stock - LTIP plans (Note 17) (4,468) (9,167)

Cash dividends paid to stockholders (16,377) (16,276)

Net cash provided by financing activities 57,444 115,339

Net increase (decrease) in cash, cash equivalents, and restricted cash 11,488 (5,193)

Cash, cash equivalents, and restricted cash, beginning of period 1,239 6,514

Cash, cash equivalents, and restricted cash, end of period $ 12,727 $ 1,321

Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance as they are used by management to better understand operating performance. Since adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.

Non-GAAP Adjusted Net Income

The Company defines non-GAAP adjusted net income as net income adjusted for any infrequent events, such as litigation settlements, net of profit sharing and tax effect, in the periods presented.

The following table provides a reconciliation of net income (GAAP) to non-GAAP adjusted net income for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Net income, a GAAP measure $ 56,659 $ 15,487 $ 96,474 $ 44,779

Add: Memphis incentive fee1

1,448 3,405 1,448 6,105

Profit sharing effect2

(123) (289) (123) (519)

Tax effect (332) (742) (332) (1,369)

Non-GAAP adjusted net income $ 57,652 $ 17,861 $ 97,467 $ 48,996

Non-GAAP adjusted earnings per diluted share $ 0.69 $ 0.21 $ 1.16 $ 0.59

1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.

2Profit sharing effect of the Memphis incentive fee in the respective period.

EBITDA

EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined as EBITDA as a percentage of net sales.

The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a Company's financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.

Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as taxes are already excluded from EBITDA.

The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Net income, a GAAP measure $ 56,659 $ 15,487 $ 96,474 $ 44,779

Depreciation and amortization 23,813 19,936 44,716 38,879

Interest expense, net 6,195 4,009 11,250 6,811

Income tax expense 6,188 4,018 18,454 7,209

EBITDA, a non-GAAP measure $ 92,855 $ 43,450 $ 170,894 $ 97,678

Add: Memphis incentive fee1

1,448 3,405 1,448 6,105

Profit sharing effect2

(123) (289) (123) (519)

Adjusted EBITDA, a non-GAAP measure $ 94,180 $ 46,566 $ 172,219 $ 103,264

Adjusted EBITDA margin 15.0 % 14.9 % 15.3 % 16.3 %

1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.

2Profit sharing effect of the Memphis incentive fee in the respective period.

Non-GAAP Adjusted Selling, General and Administrative Expenses

The following table provides a reconciliation of selling, general and administrative expenses (GAAP) to adjusted selling, general and administrative expenses (non-GAAP) for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Non-GAAP Adjusted Selling, General and Administrative Expenses

SG&A, a GAAP measure $ 83,607 $ 59,147 $ 151,513 $ 110,440

Memphis incentive fee (1,448) (3,405) (1,448) (6,105)

Profit sharing effect 123 289 123 519

Non-GAAP adjusted SG&A expenses 82,282 56,031 150,188 104,854

As a percent of sales 13.1 % 18.0 % 13.4 % 16.5 %

Non-GAAP Adjusted AAON Oklahoma Gross Profit

The following table provides a reconciliation of AAON Oklahoma gross profit (GAAP) to adjusted gross profit (non-GAAP) for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Non-GAAP Adjusted AAON Oklahoma Gross profit

AAON Oklahoma Net sales $ 262,276 $ 185,120 $ 506,243 $ 346,958

AAON Oklahoma Gross profit $ 63,617 $ 53,517 $ 127,889 $ 94,117

Memphis facility overhead costs 18,122 3,000 27,967 5,300

Adjusted AAON Oklahoma Gross profit $ 81,739 $ 56,517 $ 155,856 $ 99,417

Adjusted AAON Oklahoma Gross profit margin 31.2% 30.5% 30.8% 28.7%

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